Common use of Limitations on Claims Clause in Contracts

Limitations on Claims. 7.1 The definitions and rules of interpretation in this clause apply in this agreement. Claim: a claim for breach of any of the Warranties. Substantiated Claim: a Claim in respect of which liability is admitted by the party against whom such Claim is brought, or which has been adjudicated on by a Court of competent jurisdiction and no right of appeal lies in respect of such adjudication, or the parties are debarred by passage of time or otherwise from making an appeal. A Claim is connected with another Claim or Substantiated Claim if they all arise out of the occurrence of the same event or relate to the same subject matter. 7.2 This clause limits the liability of the Sellers in relation to any Claim and any claim under the Tax Covenant. 7.3 The liability of the Sellers for all Substantiated Claims and all claims under the Tax Covenant when taken together shall not exceed £400,000. 7.4 The Sellers shall not be liable for a Claim or a claim under the Tax Covenant unless the amount of all Substantiated Claims and all claims under the Tax Covenant when taken together, exceeds £25,000 in which case the whole amount (and not just the amount by which the limit in this clause 7.4 is exceeded) is recoverable by the Buyer. 7.5 The Sellers are not liable for a Claim to the extent that the Claim: (a) relates to matters Disclosed; or (b) relates to any matter specifically and fully provided for in the Accounts. 7.6 The Sellers are not liable for a Claim or a claim under the Tax Covenant unless the Buyer has given the Sellers notice in writing of the Claim or the claim under the Tax Covenant, summarising the nature of the Claim or claim under the Tax Covenant as far as is known to the Buyer and the amount claimed: (a) in the case of a claim made under the Tax Warranties or the Tax Covenant, within the period of seven years beginning with the Completion Date; and (b) in any other case, within the period of two years beginning with the Completion Date. 7.7 Nothing in clause 7 applies to a Claim or a claim under the Tax Covenant that arises or is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the Sellers, their agents or advisers. 7.8 The Sellers shall not plead the Limitation Xxx 0000 in respect of any claims made under the Tax Warranties or Tax Covenant up to seven years after the Completion Date.

Limitations on Claims. 7.1 The definitions and rules of interpretation in this clause 7 apply in this agreement. Claim: a claim for breach of any of the Warranties. ; Substantiated Claim: a Claim in respect of which liability is admitted by the party against whom such Claim is brought, or which has been adjudicated on by a Court court of competent jurisdiction and no right of appeal lies in respect of such adjudication, or the parties are debarred by passage of time or otherwise from making an appeal. ; A Claim is connected with another Claim or Substantiated Claim if they all arise out of the occurrence of the same event or relate to the same subject matter. 7.2 This clause limits the liability of the Sellers in relation to any Claim and any claim under the Tax CovenantClaim. 7.3 The liability of the Sellers for all Substantiated Claims and all claims under the Tax Covenant when taken together shall not exceed £400,000the Purchase Price. 7.4 The Sellers shall not be liable for a Claim or a claim under the Tax Covenant unless the amount of all Substantiated Claims and all claims under the Tax Covenant when taken together, exceeds £25,000 in which case case, the whole amount (and not just the amount by which the limit in this clause 7.4 is exceeded) is recoverable by the Buyer. 7.5 The Sellers are not liable for a any Claim to the extent that the Claim: (a) 7.5.1 relates to matters Disclosed; or (b) 7.5.2 relates to any matter specifically and fully provided for in the Completion Accounts. 7.6 The Sellers are not liable for a Claim or a claim under the Tax Covenant unless the Buyer has given the Sellers notice in writing of the Claim or the claim under the Tax CovenantClaim, summarising the nature of the Claim or claim under the Tax Covenant as far as it is known to the Buyer and the amount claimed: (a) 7.6.1 in the case of a claim made under the Tax Warranties or the Tax Covenant, within the period of seven years beginning with the Completion Date; and (b) 7.6.2 in any other case, within the period of two three years beginning with the Completion Date. 7.7 Nothing in this clause 7 applies to a Claim or a claim under the Tax Covenant that arises or is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the Sellers, their agents or advisers. 7.8 The Sellers shall not plead the Limitation Xxx 0000 in respect of any claims made under the Tax Warranties or the Tax Covenant up to seven years after the Completion Date.

Limitations on Claims. 7.1 8.1 The definitions and rules of interpretation in this clause apply in this agreement. Claim: a claim for breach of any of the Warranties. Substantiated Claim: a Claim in respect of which liability is admitted in writing by the party against whom such Claim is brought, or which has been adjudicated on by a Court of competent jurisdiction and (if the Court of competent jurisdiction is the County Court in England and Wales) no right of appeal lies in respect of such adjudication, or the parties are debarred by passage of time or otherwise from making an appeal. A Claim is connected with another Claim or Substantiated Claim if they all arise out of the occurrence of the same event or relate to the same subject matter. 7.2 8.2 This clause limits the liability of the Sellers in relation to any Claim and any claim under the Tax Covenant. 7.3 8.3 The liability of the Sellers for all Substantiated Claims and all claims under the Tax Covenant when taken together shall not exceed £400,000a sum equal to the aggregate of the Purchase Price (but excluding interest in respect of such Substantiated Claims and the reasonable and proper costs incurred by the Buyer in enforcing such Substantiated Claims) PROVIDED that the maximum liability of each Seller for all Substantiated Claims and any claim under the Tax Covenant shall not exceed the sums set opposite the name of such Seller in Schedule 1. 7.4 8.4 The Sellers shall not be liable for a Claim or a claim under unless the Tax Covenant unless liability exceeds £2,000 and the amount of all Substantiated Claims and all claims under the Tax Covenant when taken together, exceeds £25,000 25,000, in which case the whole amount (and not just the amount by which the limit in this clause 7.4 is exceeded) is recoverable by the Buyer. 7.5 8.5 The Sellers are not liable for a Claim to the extent that the Claim: (a) 8.5.1 relates to matters Disclosed; or (b) 8.5.2 relates to any matter specifically and fully provided for in the Completion Accounts. 7.6 8.6 The Sellers are not liable for a Claim or a claim under the Tax Covenant or under the Indemnities in clause 10 unless the Buyer has given the Sellers notice in writing of the Claim or the claim under the Tax Covenant, summarising the nature of the Claim or claim under the Tax Covenant as far as is known to the Buyer and the amount claimedclaimed and proceeding in respect of such matter is served no later than 12 months after the date of the initial notice of the Claim or Claim under the Tax Covenant: (a) 8.6.1 in the case of a claim made under the Tax Warranties or the Tax Covenant, within the period of seven 7 years beginning with the Completion Date; and (b) 8.6.2 in any other case, within the period beginning with the Completion Date and ending on 28 February 2009; 8.6.3 in the case of two a claim under the Indemnities in clause 10 within 4 years beginning with the Completion Date. 7.7 Nothing in clause 7 applies to a Claim or a claim under the Tax Covenant that arises or is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the Sellers, their agents or advisers. 7.8 The Sellers shall not plead the Limitation Xxx 0000 in respect of any claims made under the Tax Warranties or Tax Covenant up to seven years after the Completion Date.

Limitations on Claims. 7.1 6.1 The definitions and rules of interpretation in this clause 6 apply in this agreement. Claim: a claim for breach of any of the Warranties. Substantiated Claim: a Claim in respect of which liability is admitted by the party against whom such Claim is brought, or which has been adjudicated on by a Court court of competent jurisdiction and no right of appeal lies in respect of such adjudication, or the parties are debarred by passage of time or otherwise from making an appeal. A Claim is connected with another Claim or Substantiated Claim if they all arise out of the occurrence of the same event or relate to the same subject matter. 7.2 6.2 This clause limits the liability of the Sellers Warrantors in relation to any Claim and any claim under the Tax CovenantClaim. 7.3 6.3 The liability of the Sellers Warrantors for all Substantiated Claims and all claims under the Tax Covenant when taken together shall not exceed £400,000100,000 (one hundred thousand pounds). 7.4 6.4 The Sellers Warrantors shall not be liable for a Claim or unless the Claim is a claim under the Tax Covenant unless Substantiated Claim and the amount of all a Substantiated Claims and all claims under the Tax Covenant or a series of Substantiated Claims when taken together, together exceeds £25,000 8,000, in which case the whole amount (and not just the amount by which the limit in this clause 7.4 6.4 is exceeded) is recoverable by the Buyer. 7.5 6.5 The Sellers are not liable for a any Claim to the extent that the Claim: (a) relates to matters Disclosed; or (b) relates to any matter matters specifically and fully provided for in the Accounts. 7.6 6.6 The Sellers Warrantors are not liable for a Claim or a claim under the Tax Covenant unless the Buyer has given the Sellers Sellers' Representative notice in writing of the Claim or the claim under the Tax Covenant, (summarising the nature of the Claim or claim under Claim, and the Tax Covenant estimated amount thereof, in each case as far as is known to the Buyer and at the amount claimed: (atime) in the case of a claim made under the Tax Warranties or the Tax Covenant, within the period of seven years beginning with the Completion Date; and (b) in any other case, within the period of two years 18 months beginning with the Completion Date. 7.7 6.7 Nothing in this clause 7 6 applies to a Claim or a claim under the Tax Covenant that arises or is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the SellersWarrantors, their agents or advisers. 7.8 6.8 The Sellers Buyer shall, and shall procure that the Company shall, take all reasonable steps to avoid or mitigate any loss or liability which may give rise to a Claim or other breach of this agreement. 6.9 The Buyer agrees that except as provided in this agreement rescission shall not plead be available as a remedy for any breach of this agreement and agrees not to claim that remedy 6.10 The Buyer shall not be entitled to make a Claim if and to the Limitation Xxx 0000 extent that the facts or circumstances giving rise to the Claim: (a) are known or ought reasonably to be known to the Buyer at Completion, whether as a result of its investigation of the Company or otherwise; or (b) are not known to the Warrantors at the date of this agreement. 6.11 No Claim shall be admissible and the Warrantors shall not be liable in respect thereof to the extent that: (a) the liability arises as a result of the failure by either the Company or the Buyer to act in accordance with the reasonable request or directions of the Sellers; or (b) the liability arises as a result of or is otherwise attributable wholly or partly to any voluntary act, transaction or omission of the Company or the Buyer or their respective directors, employees or agents on or after Completion; or (c) the liability arises wholly or partly out of or as a result of the sale and purchase of the Sale Shares pursuant to this agreement; or (d) any Claim or the subject matter thereof has been or is made good or is otherwise compensated for (otherwise than by the Buyer or any member of the Buyer's Group); or (e) the liability comprises penalties, charges or interest arising directly or indirectly from any act, transaction or omission of the Buyer or the Company after Completion; or (f) the matter to which the Claim relates: (i) is in respect of lost goodwill or possible business; or (ii) arises wholly or partly from an act or omission of the Company or the Buyer required by law; (iii) such Claim is wholly or partly attributable to any voluntary act, omission, transaction or arrangement carried out at the request of or with the consent of the Buyer before Completion. 6.12 If, in respect of any claims matter which would give rise to a Claim, the Buyer, the Company is entitled to make a claim under any policy of insurance, then no such matter shall be the subject of a Claim and no Claim shall lie unless and until the Buyer, the Company has made a claim against its insurers. Liability in respect of any such Claim shall then be reduced by the amount recovered under such policy of insurance (less all reasonable costs, charges and expenses incurred by the Tax Warranties Buyer in recovering that sum from its insurers), or Tax Covenant up extinguished if the amount recovered exceeds the amount of the Claim. 6.13 Where the Buyer or the Company is at any time entitled to seven years after recover from some other person (not being the Completion DateBuyer or any member of the Buyer's Group or the Company's Group) (Third Party) any sum in respect of any matter giving rise to a Claim, the Buyer shall take all reasonable steps to enforce such recovery before making a Claim. 6.14 If the Buyer recovers any amount from a Third Party, the amount of the Claim shall then be reduced by the amount recovered (less all reasonable costs, charges and expenses incurred by the Buyer in recovering that sum from such Third Party) or be extinguished if the amount recovered exceeds the amount of the Claim. 6.15 If the Warrantors make a payment to the Buyer in respect of a Claim and the Buyer subsequently becomes entitled to recover any amount from a Third Party in respect of the matter that gave rise to the Claim, the Buyer shall take all reasonable steps to enforce such recover and shall repay to the Warrantors as soon as possible the lesser of: (a) an amount equal to the amount recovered from the Third Party (less all Costs incurred by the Buyer in recovering that sum from the Third Party); and (b) an amount equal to the sum paid to the Buyer by the Warrantors in respect of the Claim. 6.16 If any amount is repaid to the Warrantors by the Buyer in accordance with clause 6.12, an amount equal to the amount so repaid shall be deemed never to have been paid by the Warrantors to the Buyer. 6.17 No liability shall arise in respect of any Claim to the extent that such liability arises or is increased wholly or partly as a result of any legislation not in force at the date of this agreement which takes effect retrospectively. 6.18 The Buyer shall, as soon as practicable, inform (or procure that the Company informs) the Sellers' Representative in writing of any claim by any third party (Third Party Claim) which comes to the notice of the Buyer or any other member of the Buyer's Group whereby it appears that the Warrantors are likely to become liable under any Claim. 6.19 The Buyer shall, and shall procure that the Company shall, take such action and give such information and assistance as the Sellers' Representative may reasonably request in writing to avoid, dispute, resist, mitigate, compromise, or defend any Third Party Claim and to appeal against any judgment given in respect of any Third Party Claim. 6.20 On the written request of the Sellers' Representative, the sole conduct of any legal proceedings of whatsoever nature arising out of any Third Party Claim (Proceedings) shall be delegated to the Sellers. For this purpose, the Buyer shall give or procure to be given to the Warrantors all such assistance as the Sellers' Representative may reasonably require and shall appoint such solicitors and other professional advisers as the Sellers' Representative may nominate to act on behalf of the Buyer or the Company or any of its Subsidiaries in accordance with the Sellers' Representative's instructions.

Limitations on Claims. 7.1 The definitions and rules of interpretation in this clause apply in this agreement. . 7.2 Claim: a claim under this agreement for a breach of the Warranties other than in relation to the Title Only Warranties and the Warranty set out at paragraph 4.1 of Section 1 of Part 4 of the Schedule. Tax Covenant Claim: a claim under this agreement for breach of any of the Warranties. Substantiated Claim: a Claim in respect of which liability is admitted by the party against whom such Claim is brought, or which has been adjudicated on by a Court of competent jurisdiction and no right of appeal lies in respect of such adjudication, or the parties are debarred by passage of time or otherwise from making an appealTax Covenant. A Claim or a Tax Covenant Claim is connected with another Claim or Substantiated Tax Covenant Claim if they all arise out of the occurrence of the same event or relate to the same subject matter. 7.2 7.3 This clause 7 limits the liability of the Sellers Warrantors in relation to any Claim and any claim under the Tax CovenantClaim. 7.3 7.4 The total aggregate liability of the Sellers for Warrantors in respect of all Substantiated Claims and all claims under the Tax Covenant when taken together Claims shall not exceed £400,00075% of the Consideration payable to the Warrantors and Xxx Xxxxxx. 7.4 7.5 The Sellers Warrantors shall not be liable for a Claim unless: 7.5.1 the amount of a Claim, or of a claim under the Tax Covenant unless series of connected Claims of which that Claim is one, exceeds £10,000; and 7.5.2 the amount of all Substantiated Claims and all claims that are not excluded under the Tax Covenant clause 7.5.1 when taken together, exceeds £25,000 1,000,000, in which case the whole amount (and not just the amount by which the limit in this clause 7.4 7.5.2 is exceeded) , is recoverable by the Buyer. 7.5 The Sellers are not liable for a Claim to the extent that the Claim: (a) relates to matters Disclosed; or (b) relates to any matter specifically and fully provided for in the AccountsPurchaser. 7.6 The Sellers Warrantors are not liable for a Claim or a claim under the Tax Covenant Claim to the extent that the Claim or Tax Covenant Claim is in respect of any matter provided for in the Management Accounts. 7.7 The Warrantors are not liable for a Claim or Tax Covenant Claim unless the Buyer Purchaser has given the Sellers Warrantors notice in writing of the Claim or the claim under the Tax Covenant, summarising Covenant Claim specifying in reasonable detail the nature of the Claim or claim under the Tax Covenant as far as is known to the Buyer Claim and the amount claimed: (a) 7.7.1 in the case of a claim made under the Tax Warranties or the Tax Covenant, within the period of seven years beginning with the Completion Date; and (b) 7.7.2 in any other case, within the period of two years beginning with the Completion Date, and the liability of the Warrantors for any Claim or Tax Covenant Claim specified in such notice shall absolutely determine and cease (unless the amount payable in respect of the relevant Claim or Tax Covenant Claim has been agreed by the Warrantors within six months of the date of such written notice) if legal proceedings have not been instituted in respect of such Claim or Tax Covenant Claim by the due service of process on the Warrantors within six months of such written notice. 7.7 7.8 Nothing in this clause 7 or in Part 6 of the Schedule applies to a Claim or a claim under the Tax Covenant that arises or is delayed as a result of dishonesty, fraud, wilful misconduct fraud or wilful concealment by the Sellers, their agents or advisersWarrantors. 7.8 The Sellers 7.9 Part 6 of the Schedule shall not plead the Limitation Xxx 0000 apply in respect of any claims made Claims under the Tax Warranties or Tax Covenant up to seven years after the Completion Datethis agreement.

Limitations on Claims. 7.1 The definitions and rules of interpretation in this clause apply in this agreement. ClaimCLAIM: a claim for breach of any of under the Warranties. Substantiated Claim; SHARE WARRANTY CLAIM: a claim under the Share Warranties; SUBSTANTIATED CLAIM: a Claim in respect of which liability is admitted by the party against whom such Claim is brought, or which has been adjudicated on by a Court of competent jurisdiction and no right of appeal lies in respect of such adjudication, or the parties are debarred by passage of time or otherwise from making an appeal. A Claim is connected CONNECTED with another Claim or Substantiated Claim if they all arise out of the occurrence of the same event or relate to the same subject matter. 7.2 This clause limits the liability of the Sellers Vendor in relation to any Claim and any claim under the Tax Covenant. 7.3 The aggregate liability of the Sellers Vendor for all Substantiated Claims and all claims under the Tax Covenant when taken together shall not exceed £400,000the Purchase Price (as adjusted in accordance with Clause 4) plus the amount of the Intelek Debt. 7.4 The Sellers Vendor shall not be liable for a Claim or a claim under the Tax Covenant unless unless: (a) the amount of a Substantiated Claim, or of a series of connected Substantiated Claims of which that Substantiated Claim is one, exceeds (pound)5,000; (b) the amount due in respect of a claim under the Tax Covenant exceeds (pound)5,000; (c) the amount of all Substantiated Claims and all claims under the Tax Covenant that are not excluded under Clause 7.4(a) and clause 7.4(b) when taken together, exceeds £25,000 (pound)62,500 in which case the whole amount (and not just the amount by which the limit in this clause 7.4 7.4(c) is exceeded) is recoverable by the BuyerPurchaser. 7.5 The Sellers are Vendor is not liable for a any Claim to the extent that the Claim: (a) Claim is in respect of a breach of Warranty and relates to matters Disclosed; or (b) relates to any matter specifically and fully provided for Disclosed as permitted in the Accountsthis agreement. 7.6 The Sellers are Vendor is not liable for a Claim or a claim under the Tax Covenant unless the Buyer Purchaser has given the Sellers Vendor notice in writing of the Claim or the claim under the Tax Covenant, summarising specifying in reasonable detail the nature of the Claim or claim under the Tax Covenant as far as is known to the Buyer and the amount claimed: (a) in the case of a claim made under the Tax Warranties or the Tax Covenant, within the period of seven years beginning with the Completion Date; and (b) in any other case, within the period of two years beginning with the Completion Date, and the liability of the Vendor for any Claim or claim under the Tax Covenant specified in such notice shall absolutely determine and cease (unless the amount payable in respect of the relevant Claim or claim under the Tax Covenant has been agreed by the Vendor within three months of the date of such written notice) if legal proceedings have not been instituted in respect of such Claim or claim under the Tax Covenant by the due service of process on the Vendor within twelve months of such written notice. 7.7 The Vendor shall have no liability whatsoever in respect of any Share Warranty Claim to the extent that the claim arises or is increased as a result of any act or omission on the part of the Purchaser, the Company or its Subsidiary after Completion (otherwise than in the ordinary course of trading) or would not have arisen but for the passing of or any change in after the date of this agreement, any law, rule, regulation, interpretation of the law or administrative practice of any government, governmental department, agency or regulatory body or increase in the rates of Taxation or any imposition of new Taxation. 7.8 The Vendor shall have no liability whatsoever for any Claim or claim under the Tax Covenant to the extent that any loss occasioned to the Purchaser or the Company or its Subsidiary is covered by a right to make recovery or claim indemnity or by a policy of insurance in force on the date of this agreement and payment is made under such indemnity or policy without any increase in premium or change in terms on any renewal of such policy in consequence thereof. 7.9 The Vendor shall have no liability for any Share Warranty Claim: 7.9.1 to the extent that provision, reserve or allowance has been made in the Accounts or the Completion Accounts or was specifically referred to in the notes to the Accounts or the Completion Accounts in respect thereof or to the extent that payment or discharge thereof has been taken into account therein or in accordance with generally accepted accounting principles has not been so taken account of, or referred to; or 7.9.2 to the extent that provision, reserve or allowance made in the Accounts or the Management Accounts or the Completion Accounts for any Taxation liability proves to be insufficient by reason of any increase in the rates of Taxation or variation in the method of applying, or calculating the rate of Taxation made after Completion whether or not with retrospective effect; or 7.9.3 to the extent that the Purchaser fails to act in accordance with the reasonable request or directions of the Vendor pursuant to the provisions of clause 7.15.4 and the amount of the liability is thereby increased beyond what it would have been had the Purchaser acted in accordance with such request or directions, then in respect of the amount of such increase. 7.10 If any potential Claim under the Share Warranties arises by reason of a liability which is contingent only, then the Vendor will not be under any obligation to make a payment in respect of such Claim until such time as the contingent liability ceases to be contingent and becomes actual however this shall not prevent or delay the Purchaser from pursuing the Claim in accordance with this agreement. 7.11 The Vendor shall not be liable in respect of any breach of the Warranties if, and to the extent that, the loss incurred is or has been included in any claim under the Tax Covenant which has been satisfied in cleared funds, nor shall the Vendor be liable in respect of a claim under the Tax Covenant if, and to the extent that, the amount claimed is or has been included in a breach of the Warranties which has been satisfied in cleared funds. 7.12 Nothing in this clause 7 applies to a Claim or a claim under the Tax Covenant that arises or is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the SellersVendor, their its agents or advisers. 7.8 7.13 The Sellers Vendor shall not plead the Limitation Xxx 0000 in respect of any claims made under the Tax Warranties or Tax Covenant up to seven years after the Completion Date. 7.14 If the Purchaser becomes aware of any event which might give rise to a Share Warranty Claim, the following provisions shall apply: 7.14.1 the Purchaser shall as soon as reasonably practicable give notice to the Vendor of the event and shall consult with the Vendor in respect of the event; 7.14.2 the Purchaser shall provide to the Vendor and to the Vendor's professional advisers reasonable access to its personnel and to the relevant assets, documents and records within the Purchaser's power, possession or control for the purpose of investigating the event and enabling the Vendor to take such action as is referred to in clause 7.14.4 below; 7.14.3 the Vendor (at its own expense) shall be entitled to take copies of any relevant documents or records and photograph any premises or assets as referred to in clause 7.14.2 above; and 7.14.4 the Purchaser shall: (a) take such action and institute proceedings and give such information and assistance as the Vendor may reasonably request to dispute, resist, appeal, compromise, defend, remedy or mitigate the event or enforce against any person any rights of the Purchaser in relation to the matter; (b) in connection with any proceedings related to the event, use professional advisers approved (such approval not to be unreasonably withheld) by the Vendor; and (c) take all reasonable steps to inform and consult with the Vendor in respect of the conduct of those proceedings and of any negotiations relating to them; in each case subject to the Vendor indemnifying and securing the Purchaser to its reasonable satisfaction against any liability, costs, damages, penalties or expenses which may be incurred as a result of any request by the Vendor, provided that nothing in this clause shall require the Purchaser to take any action which, in the reasonable opinion of the Purchaser, could damage the commercial interests of the Purchaser or the Company or its Subsidiary. For the avoidance of doubt the provisions of clause 7.14.4 do not apply to the pursuance by the Purchaser of any Claim under the Tax Warranties or claim under the Tax Covenant against the Vendor. 7.15 If at any time the Purchaser, the Company or its Subsidiary becomes entitled to recover from some other person (including any Taxation Authority) any sum in respect of any Share Warranty Claim then the Purchaser shall or shall procure that the Company or the Subsidiary shall: 7.15.1 undertake all reasonable steps necessary to enforce such recovery without being required to initiate litigation; and 7.15.2 promptly supply all information which relates to such recovery to the Vendor including details of any steps taken to enforce such recovery and copies of all correspondence and documents relating to the same. 7.16 If the Vendor pays to the Purchaser an amount in respect of a Share Warranty Claim and the Purchaser, the Company or its Subsidiary subsequently recovers from a third party an amount referable to the event giving rise to such claim then: 7.16.1 if the amount paid by the Vendor in respect of the Share Warranty Claim is more than the sum recovered, the Purchaser shall promptly pay the Vendor the sum recovered less the costs incurred by the Purchaser in recovering the same; and 7.16.2 if the amount paid by the Vendor in respect of the Share Warranty Claim is less than or equal to the sum recovered (after deducting the costs incurred by the Purchaser in recovering the same) the Purchaser shall promptly pay the Vendor an amount equal to the amount paid by the Vendor. 7.17 If any amount is repaid to the Vendor by the Purchaser pursuant to clause 7.16.2 above, an amount equal to the amount so repaid shall be deemed never to have been paid by the Vendor for the purposes of paragraph 7.4 and accordingly shall not be treated as an amount in respect of which any liability has been incurred. 7.18 For the purposes of this paragraph the "sum recovered" means an amount equal to the amount recovered from the third party plus any repayment supplement in respect of the amount recovered from the third party under section 825 ICTA plus any interest in respect of the amount recovered from the third party, less the Purchaser's reasonable costs and expenses in pursuing such recovery. 7.19 Any payment to the Purchaser shall be deemed to be a reduction of the Purchase Price. 7.20 Notwithstanding the terms of any other Warranty, the only Warranties given by the Vendor to the Purchaser in connection with the Environment and Environmental Matters (as such terms are defined in paragraph 19 of Schedule 4) are the Warranties set out in Warranty 19 of Schedule 4. No other Warranties in this agreement are given or may be interpreted as being given by the Vendor in connection with the Environment and Environmental Matters. 7.21 Notwithstanding the terms of any other Warranty, the only Warranties given by the Vendor to the Purchaser in connection with the Properties are the Warranties set out in Warranty 24 of Schedule 4. No other Warranties in this agreement are given or may be interpreted as being given by the Vendor in connection with the Properties. 7.22 Notwithstanding the terms of any other Warranty, the only Warranties given by the Vendor to the Purchaser in connection with the Accounts and the Management Accounts are the Warranties set out in Warranty 25 of Schedule 4. No other Warranties in this agreement are given or may be interpreted as being given by the Vendor in connection with the Accounts and the Management Accounts. 7.23 No warranty given by the Vendor to the Purchaser in respect of the Environment, Environmental Matters, the Properties and/or the Accounts are given or may be interpreted as being given in respect of the subject matter of any Warranties set out in Schedule 4 other than the relevant Warranties at 19, 24 and 25 respectively.

Limitations on Claims. 7.1 6.1 The definitions and rules of interpretation in this clause apply in this agreement. Claim: a claim for breach of any of the Warranties. ; Substantiated Claim: a Claim in respect of which liability is admitted by the party against whom such Claim is brought, or which has been adjudicated on by a Court of competent jurisdiction and no right of appeal lies in respect of such adjudication, or the parties are debarred by passage of time or otherwise from making an appeal. A Claim is connected with another Claim or Substantiated Claim if they all arise out of the occurrence of the same event or relate to the same subject matter. 7.2 6.2 This clause limits the liability of the Sellers in relation to any Claim and any claim under the Tax Covenant. 7.3 6.3 The liability of the Sellers for all Substantiated Claims and all claims under the Tax Covenant when taken together shall not exceed £400,000the Total Consideration. 7.4 6.4 The Sellers shall not be liable for a Claim unless: 6.4.1 the amount of a Substantiated Claim, or of a claim under the Tax Covenant unless series of connected Substantiated Claims of which that Substantiated Claim is one, exceeds £500; 6.4.2 the amount of all Substantiated Claims and all claims that are not excluded under the Tax Covenant clause 6.4.1 when taken together, exceeds £25,000 5,000, in which case (subject to clause 6.3), the whole amount (and not just the amount by which the limit in this clause 7.4 6.4.2 is exceeded) is recoverable by the Buyer. 7.5 6.5 The Sellers are not liable for a any Claim to the extent that the Claim: (a) 6.5.1 relates to matters Disclosed; or (b) 6.5.2 relates to any matter specifically and fully provided for in the Completion Accounts. 7.6 6.6 The Sellers are not liable for a Claim or a claim under the Tax Covenant unless the Buyer has given the Sellers notice in writing of the Claim or the claim under the Tax CovenantClaim, summarising the nature of the Claim or claim under the Tax Covenant as far as it is known to the Buyer and the amount claimed: (a) in the case of a claim made under the Tax Warranties or the Tax Covenant, within the period of seven years beginning with the Completion Date; and (b) in any other case, claimed within the period of two years beginning with the Completion Date., 7.7 6.7 Nothing in this clause 7 6 applies to a Claim or a claim under the Tax Covenant that arises or is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the Sellers, their agents or advisers. 7.8 The Sellers shall not plead the Limitation Xxx 0000 in respect of any claims made under the Tax Warranties or Tax Covenant up to seven years after the Completion Date.